I said upside down
You're turning me
You're giving love instinctively
Around and 'round you're turning me

[Chorus]
Upside down
Boy, you turn me
Inside out
And 'round and 'round
Upside down
Boy, you turn me
Inside out
And 'round and 'round

Instinctively you give to me
The love that I need
I cherish the moments with you
Respectfully I say to thee
I'm aware that you're cheating
When no one makes me feel like you do

[Chorus]

I know you got charm and appeal
You always play the field
I'm crazy you are mine
As long as the sun continues to shine
There's a place in my heart for you
That's the bottom-line

[Chorus]

Instinctively you give to me
The love that I need
I cherish the moments with you
Respectfully I say to thee
I'm aware that you're cheating
But no one makes me feel like you do

[Chorus: x3]

Upside down you're turning me
You're giving love instinctively
Around and 'round you're turning me
I say to thee respectfully

Upside down you're turning me
You're giving love instinctively
Around and 'round you're turning me
I say to thee respectfully

I said, upside down you're turning me
You're giving love instinctively
Around and 'round you're turning me
I say to thee respectfully

Upside down you're turning me
You're giving love instinctively
Around and 'round you're turning me
I say to thee respectfully
Upside down you're turning me